STEELCASE INC. NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

EXHIBIT 10.2

STEELCASE INC.
NON-EMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN

(Restated Effective as of January 1, 2009)

TABLE OF CONTENTS

Article 1

Establishment and Purpose

           1.1 History of Plan

          Steelcase Inc. (the “Company”) established the Steelcase Inc. Non-Employee Director Deferred Compensation Plan. The Plan was established as of June 23, 1999 and has been periodically amended.

           1.2 Purpose

          The Company adopted the Plan to provide its Non-Employee Directors who participate in the Plan with the opportunity to defer a portion of their Directors Fees and have additional retirement income.

           1.3 This Document

          By this document, the Company is amending and restating the Plan as of January 1, 2009.

           1.4 Status of Plan Under ERISA

          Because the Plan does not cover employees, the Plan is not intended to be covered by any part of ERISA. The existence of any Trust Fund is not intended to change this characterization of the Plan.

           1.5 Compliance with Section 409A

          To the extent the Plan provides deferred compensation under Section 409A of the Internal Revenue Code, the Plan is intended to comply with Section 409A. The Plan is intended to be interpreted consistent with the requirements of Section 409A of the Internal Revenue Code.

Article 2

Definitions

          The following words and phrases, wherever capitalized, shall have the following meanings, unless the context requires otherwise:

           2.1 Administrative Committee

          “Administrative Committee” means a committee consisting of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and the Assistant Secretary of the Company and/or any other individuals designated by the Compensation Committee of the Company’s Board of Directors.

           2.2 Beneficiary

          “Beneficiary” means the individual, trust, or other entity designated by the Participant to receive any amounts payable with respect to the Participant under the Plan after the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Administrative Committee on a form approved by the Administrative Committee. A Participant’s will is not effective for this purpose. If the Participant has not designated a Beneficiary or none so designated survive, the Beneficiary will be the Participant’s surviving Spouse, if any; otherwise the Participant’s children, including those by adoption, dividing the distribution equally among the Participant’s children, with the living issue of any deceased child taking their parent’s share by right of representation; if none, the Participant’s parents, in equal shares; if none, the Participant’s living brothers and sisters in equal shares; if none the Participant’s estate, if under active administration, and if not, the Participant’s heirs under the laws of Intestacy of the State of Michigan. Notwithstanding the above, if the Participant designates the Participant’s Spouse as a Beneficiary, and the Participant later divorces that Spouse, the Participant’s designation of the Spouse as Beneficiary shall be null and void, and the portion of the Participant’s benefits that would, but for this provision, be payable to the Participant’s Spouse will be payable instead as designated in the Participant’s designation of Beneficiary as if the Spouse had predeceased the Participant.

           2.3 Deferral Account

          “Deferral Account” means the bookkeeping account established by the Administrative Committee with respect to the Participant pursuant to Article 5 for the purpose of recording the amount of the Director’s Fees being deferred pursuant to this Plan and the amount of any earnings, profits, gains or losses credited/debited thereto pursuant to Article 5. A Participant’s Deferral Account shall be divided into a Pre-2005 Deferral Account and a Post-2004 Deferral Account.

           2.4 Deferral Date

          “Deferral Date” means the date the amount of deferred Director’s Fees otherwise would have been paid to the Participant but for the Participant’s deferral of the payment of such fees under Article 4.

           2.5 Determination Period

          “Determination Period” means the Calendar Year preceding the Calendar Year during which an Employee has a Separation from Service.

           2.6 Director’s Fees

          “Director’s Fees” means any amount payable to a Participant for service as a Non-Employee Director, including quarterly retainer fees and fees for meetings of the Board of Directors or any Committee of the Board of Directors.

           2.7 Election Period

          “Election Period” means the period designated by the Administrative Committee before each Plan Year during which elections under Article 4 must be made with respect to that Plan Year. For a new Participant, the Election Period means the first 30 days of participation in the Plan. For all other Participants, the Election Period shall end no later than December 31 of the calendar year preceding the first day of the Plan Year.

           2.8 Key Employee

          “Key Employee” means any Non-Employee Director who at any time during the Determination Period was:

           (a) An officer of the Company or a Related Employer whose annual Compensation from the Company and all Related Employers is more than $145,000 (as adjusted under Section 416(i)(l) of the Internal Revenue Code for Plan Years beginning after December 31, 2007);

           (b) A common law employee of the Company or a Related Employer having more than a 5% ownership interest in the Company or a Related Employer; or

           (c) A common law employee of the Company or a Related Employer having more than a 1% ownership interest in the Company or a Related Employer and whose annual Compensation from the Company and all Related Employers is more than $150,000.

          The determination of who is a Key Employee shall be made in accordance with Sections 409A and 416(i)(l) of the Internal Revenue Code and the applicable regulations and guidance.

           2.9 Non-Employee Director

          “Non-Employee Director” means any individual who serves as a member of the Board of Directors of the Company and who is not an employee of the Company or any Related Employer.

           2.10 Participant

          “Participant” means a Non-Employee Director of the Company who participates in the Plan pursuant to Article 3.

           2.11 Payment Date

          “Payment Date” means the date payment of a Deferral Account is made pursuant to Section 6.1.

           2.12 Performance Deferral

          “Performance Deferral” means the amount of a Participant’s quarterly retainer fees deferred, if any, pursuant to Section 4.1. The Performance Deferral includes the mandatory deferrals that were required under the Plan for periods prior to September 1, 2003.

           2.13 Plan Year

          “Plan Year” means the fiscal year of the Company, as in effect from time to time, or such other 12-month period as the Compensation Committee of the Board of Directors of the Company shall establish.

           2.14 Pre-2005 Account

          “Pre-2005 Account” means the vested amount that was credited to the Participant’s Account on December 31, 2004, as adjusted for earnings or losses under Section 5.2.

           2.15 Post-2004 Account

          “Post-2004 Account” means the amount credited to the Participant’s Account minus the Participant’s Pre-2005 Account.

           2.16 Related Employer

          “Related Employer” means:

           (a) Any member of a controlled group of corporations in which the Company is a member, as defined in Section 414(b) of the Internal Revenue Code; or

           (b) Any other trade or business under common control of or with the Company, as defined in Section 414(c) of the Internal Revenue Code.

           2.17 Separation from Service

          “Separation from Service” means a “separation from service” under Section 409A of the Internal Revenue Code. Generally, this occurs if the Non-Employee Director resigns from the Board of Directors of the Company, is not re-elected to the Board of Directors of the Company or ceases being a member of the Board of Directors of the Company for any other reason.

           2.18 Spouse

          “Spouse” means the husband or wife to whom a Participant is married on the date benefit payments are scheduled to begin to the Participant. The legal existence of the spousal relationship shall be governed by the law of Michigan.

           2.19 Valuation Date

          “Valuation Date” means the last day of the Plan Year, or such other dates as may be designated by the Administrative Committee.

Article 3

Participation

          A Non-Employee Director shall participate in the Plan on the first day of the individual’s term as a Non-Employee Director. A member of the Board of Directors of the Company who becomes a Non